Below are the sections of the Applied Health Sciences Endowment Fund Constitution.
1. Name and function
The name of the organization is the Applied Health Sciences Endowment Fund, hereinafter referred to as “AHSEF”. It is to function as a semi-autonomous non-profit organization within the University of Waterloo, hereinafter referred to as the “University”. The name of the Faculty of Applied Health Sciences, hereinafter referred to as “AHS.”
The objects of AHSEF, subject to Section 3 of the University of Waterloo Act, 1972, are to raise funds to be used for an on-going commitment to improving undergraduate AHS education at the University and to make recommendations with respect to the investment and administration of such funds and the application of such funds in furtherance of such improvement.
Only funds generated through the investment of donations, hereafter referred to as “income”', shall be spent. The term “Funds”' when used in this Constitution, shall mean the funds raised by AHSEF and held by the University on separate account in accordance with this Constitution and all income accrued thereto.
AHSEF is to always act in the best interest of undergraduate AHS education and to make recommendation only with respect to expenditure of Income in a fair and equitable manner keeping in mind the needs of undergraduate AHS education at the University.
AHSEF shall recommend the use of the Funds for such AHS projects needs as teaching resources, laboratory equipment and student projects of an educational nature and such other purposes as AHSEF shall consider appropriate.
To achieve the purposes and objects aforesaid, AHSEF shall have the following powers subject to the provisions of the University of Waterloo Act, 1972, and the control and authority of the University's Board of Governors, the University Senate, and the Office of the President, and Vice-Chancellor:
- To solicit funds in ways approved by the University of Waterloo;
- To guide the University of Waterloo in making recommendations to the University with respect to use of the Funds held by the University on behalf of AHSEF;
- To receive a monthly and yearly report from the University with respect to the income and the capital of the Funds and to require the University to hire a separate “money manager” to administer the AHSEF. The cost of the money manager shall be paid out of the income;
- No power to Sign on Behalf of the University
AHSEF shall have no power to make any financial commitments or undertakings of any kind that might be contractually binding on the University and all formal documents making any commitments or contracts shall be signed in the name of the University in a manner and by such persons as shall by directed by the Board of Governors of the University;
- Faculty of AHS not to be Affected
And provided further that the powers of the AHSEF Directors as provided herein, or as they may be executed, shall in no way interfere with or otherwise adversely affect the autonomy of the Faculty of AHS in the adverse effect on the funding of the Faculty of AHS and shall be held by the University in a separate account separate from all general funds of the University;
- University to be Reimbursed for Expenses
And provided further that all direct and indirect expenses of AHSEF shall be paid by AHSEF from its earnings, and that the general accounts or the University shall be fully reimbursed from the particular accounts of AHSEF, unless otherwise stipulated in a written agreement with the University, for all or any services provides to AHSEF or expenditures made by the University in connection with management or operation of AHSEF including the cost of hiring a separate money manager to administer the Funds;
- Periodic Review by the University
And provided further that AHSEF and its Constitution shall be subject to periodic review by the Board of Governors of the University, such review to be carried out in the light of any new or revised policies established by the Board of Governors or the Senate of the University for the purpose of defining or controlling the affairs of earnings of Institutes or Committees or similar groups which may be established under the authority of the Board of Governors or the Senate of the University.
4. Membership of the AHSEF
The affairs of AHSEF shall be managed by its Directors, who shall receive no remuneration for acting as such, in accordance with this Constitution and the by-laws of AHSEF.
The Board of Directors shall have no authority to initiate expenditures. The Board of Directors shall have sole authority to initiate both non-administrative and administrative expenditures. It shall act as a body representing all members of the AHSEF in a fair manner.
All by-laws of the AHSEF and amendments thereto must be approved by a majority of the Board of Directors at a meeting duly called for that purpose. A minimum of two-thirds (2/3) of the members of the Board of Directors present in person shall constitute quorum for approval of such by-laws and amendments.
Members of the Board of Directors
Members of the Board of Directors There shall be a minimum of ten (10) directors and a maximum of fifteen (15) directors provided that there shall always be a minimum two-thirds (2/3) majority of student directors on the Board of Directors.
The Board of Directors shall consist of the following voting members who must be members of MEF and must be a minimum of eighteen (18) years of age:
- A minimum of two (2) undergraduate students from each AHS department as appointed by the Executive of the AHS Undergraduate Members, preferably but not necessarily one (1) co-op and one (1) regular stream student.
- The Dean of AHS
- One (1) faculty member from each AHS department as appointed by the Chair of the Department.
Term of office
All undergraduate voting directors shall have a term of office which is not shorter than two (2) academic terms, and which does not exceed four (4) academic terms. All undergraduate voting directors shall be eligible for re-appointment.
The Directorship held by the Dean of AHS shall be indefinite.
The term of office for non-voting members shall be one (1) academic term.
Appointment of non-voting members will be reviewed by the voting members of the Board of Directors each academic term.
The office of director shall be automatically vacated:
- If a director resigns an office by delivering a written resignation to the Secretary of AHSEF;
- If the director is found by a court of law to be of unsound mind;
- If the director becomes bankrupt;
- If in a special general meeting of the AHSEF members, duly called for that purpose, a resolution is passed by at least three quarters (3/4) of the members present at the meeting that the director be removed from office.
Provided that if any vacancy shall occur for any reason in this paragraph contained, the remaining members of the Board of Directors by majority vote, may fill the vacancy.
6. Annual General Meeting
The Board of Directors of AHSEF; shall call an annual meeting of the members at the University of Waterloo on a day and at a time as shall be determined by the directors and fixed by a by-law of AHSEF. At this meeting, a report shall be given by the On-Stream director. This report shall include:
- Any expenditures made by AHSEF in the preceding year;
- The financial position of AHSEF;
- Any changes in the by-laws of AHSEF; and
- Any other business arising from the meeting.
The accounts of AHSEF shall be audited by the Auditors of the University, who are appointed by the Board of Governors. In the event that AHSEF requests an additional audit, any expenses or fees or services for such audits shall be charged to the particular accounts of AHSEF, and paid from the income of AHSEF.
8. Amendment to the Constitution
Any constitutional amendment can only be enacted by a referendum of the Membership of AHSEF with a simple majority of those who vote.
9. Approval of the Constitution
Before becoming effective, the Constitution of AHSEF and any amendments thereto shall be approved by the Board of Governers of the University.
10. Establishment of a separate foundation
In the event that the members, through a majority vote to that effect at a membership referendum, determine that it is desirable to set up a new fund, with similar objects to AHSEF but wholly separate from the University, a separate fund may be set up (hereinafter referred to as the “New Fund”) and this Constitution shall continue to apply to the funds held by the University of Waterloo.
Provided, however, that if the Board of Governors of the University after consideration of the objects and powers of the New Fund, determine that it is in the best interest of the University to transfer the Funds, and Revenue Canada and the Public Trustee for the Province of Ontario approve such transfer, the University shall transfer the Funds to the New Fund upon such terms and conditions as the Board of Governors of the University may direct. After such transfer is finalized, AHSEF shall be dissolved.
If for any reason AHSEF is dissolved and funds are not transferred to a new fund, the following restrictions to dissolution apply:
- Upon dissolution, the funds, after payment of all debts and liabilities, shall remain the property of the University of Waterloo, a registered charity, to be used as recommended by the Dean of AHS, for the purposes of benefiting Undergraduate programs in the Faculty of AHS at the University;
- If the Faculty of AHS at the University of Waterloo no longer exists, the Funds shall be used for such other educational purposes as the Board of Governors of the University of Waterloo may direct;
- Voluntary dissolution shall take place only after a majority vote to that effect at a membership referendum. The majority vote shall be based on the number of votes cast.
The directors of AHSEF, at their earliest convenience and subsequently as may be required, shall draft by-laws in concert with the general aims and objectives of AHSEF relevant to the management of the affairs of AHSEF and the procedures of the meetings of members, the meetings of directors and the meetings of the Funding Council and without limiting the generality of the foregoing. These shall include at least the following:
- Definition of quorum, frequency of regular meetings, notice of meetings, minutes and records, etc.;
- Formality of making and passing resolution, and voting procedures;
- Establishment of officers of AHSEF, and their duties and responsibilities;
- Establishment of any standing committees, such as an executive committee, and their powers, duties or responsibilities;
- Establishment of a fiscal year, which shall coincide with the University's fiscal year, and accounting procedures which shall be satisfactory to and approved by the University's Treasurer and the University's Auditors.
13. Authentication of acts of directors
All acts of the directors of AHSEF shall be taken or confirmed by way of resolution of the directors passed at a duly constituted meeting and duly recorded by written minutes. Within a period of not more than ten days following the date of any duly constituted meeting of the directors, a copy of the minutes of the said meetings shall be forwarded or delivered, as indicated above, to the University offices of the President, the Vice-President Academic and Provost, General Services and Finance.
14. Liability of directors
The AHSEF shall be carried on without the purpose of gain for its directors and any profits or other accretions to AHSEF shall be used in promoting its objects of the AHSEF.
Last revised June 2, 1998